SECURITIES AND EXCHANGE COMMISSION
			  Washington, D. C. 20549
			 ------------------------

			      AMENDMENT NO. 3
				    to
			     SCHEDULE 14D-1(*)

	    Tender Offer Statement Pursuant to Section 14(d)(1)
		  of the Securities Exchange Act of 1934

				   QVC, INC.
			   (Name of Subject Company)

		      QVC PROGRAMMING HOLDINGS, INC.
			    COMCAST CORPORATION
			 TELE-COMMUNICATIONS, INC.
				 (Bidders)

		  Common Stock, $.01 Par Value Per Share
		      (Title of Class of Securities)

				747262 10 3
		   (CUSIP Number of Class of Securities)

	  Stanley L. Wang                    Stephen M. Brett
	Comcast Corporation              Tele-Communications, Inc.
	 1500 Market Street                  5619 DTC Parkway
       Philadelphia, Pa 19102               Englewood, CO 80111
	   (215) 655-1700                     (303) 267-5500

  (Name, Address and Telephone Number of Person Authorized to Receive Notices
		    and Communications on Behalf of Bidder)

			   ------------------------

				  Copies to:

	  Dennis S. Hersch                Frederick H. McGrath
	Davis Polk & Wardwell             Baker & Botts, L.L.P.
	450 Lexington Avenue                885 Third Avenue
	 New York, NY 10017                New York, NY 10022


*  This Statement also constitutes Amendment No. 4 to the Schedule 13D filed
   by Tele-Communications, Inc. and Amendment No. 25 to the Schedule 13D by
   Comcast Corporation in each case with respect to the securities of the
   Subject Company.

     QVC Programming Holdings, Inc., Comcast Corporation and
TeleCommunications, Inc. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange Commission
on August 11, 1994, as previously amended and supplemented (the "Schedule
14D-1") with respect to Bidders' Offer to Purchase for cash all outstanding
shares of Common Stock and Preferred Stock of the Company.

     Information contained in the Schedule 14D-1 as hereby amended with
respect to Comcast, Liberty, TCI and the Purchaser and their respective
executive officers, directors and controlling persons is given solely by such
person, and no other person has responsibility for the accuracy or
completeness of information supplied by such other persons.

     Capitalized terms used but not defined herein have the meaning assigned
to them in the Offer to Purchase and the Schedule 14D-1 (as hereby amended).

Item 3.  Past Contacts, Transactions or Negotiations with the Subject Company.

     Item 3 of the Schedule 14D-1 is hereby supplemented and amended to
include the following information:

     On August 15, 1994 the options (the "Paramount Options") to purchase
an aggregate of 14,294,600 shares of Common Stock, which the Company
granted to BellSouth, Cox and Advance pursuant to the Stock Option
Agreement, expired without the exercise thereof, in whole or in part, by
any of BellSouth, Cox or Advance.  In connection with the expiration of the
Paramount Options, except as otherwise expressly provided therein, the
Stock Option Agreement (including the Acknowledgement and Agreement
executed by Comcast and Liberty and the other agreements ancillary thereto
and referred to therein) by its terms, including, without limitation,
BellSouth's agreement to become a party to the Stockholders Agreement in
the event that it purchased shares of common stock pursuant to the Stock
Option Agreement, became void and of no effect as to the Company and each
of BellSouth, Cox and Advance.  As a result of the expiration of the
Paramount Options, the number of outstanding Fully Diluted Shares set forth
in the Offer to Purchase (which number had excluded the shares of Common
Stock underlying the Paramount Options) will not change.

Item 7.  Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.

     Item 7 of the Schedule 14D-1 is hereby supplemented and amended to
include the following information:

     The information set forth in Item 3 is incorporated herein by reference.





				 SIGNATURE

   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

Dated: August 17, 1994



				       QVC PROGRAMMING HOLDINGS, INC.


				       By: /s/  JULIAN A. BRODSKY
					   ------------------------
					   Name:  Julian A. Brodsky
					   Title: Vice Chairman


				       COMCAST CORPORATION


				       By:  /s/  JULIAN A. BRODSKY
					    -----------------------
					    Name: Julian A. Brodsky
					    Title: Vice Chairman


				       TELE-COMMUNICATIONS, INC.


				       By: /s/  STEPHEN M. BRETT
					   ----------------------
					   Name: Stephen M. Brett
					   Title: Executive Vice President